AGREEMENT NO:
Page 5
NSRP ASE
TECHNOLOGY INVESTMENT AGREEMENT
(Fixed Price Milestone Payment Method)
BETWEEN
ADVANCED TECHNOLOGY INTERNATIONAL
315 SIGMA DRIVE
SUMMERVILLE, SC 29486
AND
______
______
______
CONCERNING
______specific project name______
For the
THE NATIONAL SHIPBUILDING RESEARCH PROGRAM ADVANCED SHIPBUILDING ENTERPRISE (NSRP ASE)
Agreement No.:
Total Amount of the Agreement: TBD
Total Estimated NSRP ASE Project Funding of the Agreement: TBD
Total Estimated Recipient Cost Share: TBD
Total Funds Obligated: TBD
Authority: 10 U.S.C. § 2371
Agreement is entered into between the Advanced Technology International, hereinafter called “Advanced Technology International,” and ______, hereinafter referred to as “Recipient” and is governed by the laws of South Carolina to the extent that South Carolina law does not conflict with federal law and provisions of the NSRP ASE prime agreement.
______Advanced Technology International
______
(Signature) (Signature)
______
(Date) (Date)
TABLE OF CONTENTS
ARTICLE I: SCOPE OF THE NSRP ASE PROGRAM 6
A. Definitions 6
B. Background 7
C. Scope of the Agreement 8
ARTICLE II: TERM 9
A. Term of this Agreement 9
B. Stop Work Order 9
C. Termination Provisions 9
ARTICLE III: MANAGEMENT OF THE PROJECT 10
A. Project Management and Team Organization 10
B. Project Management Planning Process 10
C. Modifications 11
D. Project Kickoff Meeting 11
ARTICLE IV: AGREEMENT ADMINISTRATION 11
ARTICLE V: OBLIGATION, ESTIMATED COST AND COST SHARE, AND PAYMENT 13
A. Obligation 13
B. Estimated Cost and Cost Share 13
C. Payments 13
ARTICLE VI: COST SHARING 16
A. Sharing Percentage 16
ARTICLE VII: DISPUTES 17
A. General 17
B. Dispute Resolution 17
C. Limitation of Damages 17
ARTICLE VIII. PATENT RIGHTS 17
A. Definitions 18
B. Allocation of Principal Rights 18
C. Invention Disclosure, Election of Title, and Filing of Patent Application 19
D. Conditions When the Government May Obtain Title 19
E. Minimum Rights to the Project Participants and Protection of the Project Participant’s Right to File 20
F. Action to Protect the Government’s Interest 21
G. Lower Tier Agreements 21
H. Reporting on Utilization of Subject Inventions 21
I. Preference for American Industry 22
J. March-in Rights 22
K. Survival Rights 23
ARTICLE IX: DATA RIGHTS 23
A. Definitions 23
B. Data Categories 23
C. Allocation of Principal Rights 24
D. Marking of Data 25
E. Distribution Statement 25
F. Lower Tier Agreements 25
G. Survival Rights 25
ARTICLE X: FOREIGN ACCESS TO TECHNOLOGY 25
A. Definitions 25
B. Restrictions 26
C. Lower Tier Agreements 26
ARTICLE XI: TITLE AND DISPOSITION OF PROPERTY 26
A. Definitions 26
B. Title to Property 26
C. Disposition of Property 27
ARTICLE XII: CIVIL RIGHTS ACT 27
ARTICLE XIII: ASSIGNMENT 27
A. Assignment of Agreement 27
B. Assignment of Claims 28
ARTICLE XIV: INCORPORATION BY REFERENCE 28
ARTICLE XV: ORDER OF PRECEDENCE 28
ARTICLE XVI: EXECUTION 28
ARTICLE XVII: PROFIT/FEE 28
Template Table of Contents 42
Title 42
Executive Overview (200 words or less) 42
Contact Information (50 words or less) 43
Collaborators (100 words or less) 43
Description of Methodology (500 words or less) 43
Resources Needed (250 words or less) 43
Evaluation and Analysis Methods (250 words or less) 43
Time Estimate (200 words or less) 43
Limitations or Constraints (250 words or less) 44
Major Impacts on Shipyard (250 words or less) 44
Cost Benefit Analysis/ROI (150 words or less) 44
Lessons Learned (250 words or less) 44
Technology Transfer (150 words or less) 44
ATTACHMENTS:
1. Statement of Work
2. Report Requirements
A. Quarterly Report
B. Status/Deliverable/Milestone Report
C. Special Technical Reports
D. Final Technical Report
E. Close-out Documentation
Sample Quarterly Report
Sample Status, Deliverable, or Milestone Report Memorandum
Project Results Template
3. Schedule of Payments and Payable Milestones
4. Proprietary Information Exchange and Nondisclosure Agreement
5. Cost Share Detail
ARTICLE I: SCOPE OF THE NSRP ASE PROGRAM
A. Definitions
As used throughout this Agreement, the following terms shall have the meaning set forth below:
“Recipient” means the awardee that enters into the agreement with Advanced Technology International and is the organization that will receive the funding. In some cases the Recipient will be a single company. If a team effort is proposed, the Recipient will act as the “prime contractor” and “team leader” of the project. The recipient is responsible for the overall management of the project and the technical and financial deliverables.
“Program Administrator” means Advanced Technology International.
“NAVSEA” means the Naval Sea Systems Command, which is the lead Government organization in charge of executing the Program.
“Articles of Collaboration” means the document that has been executed previously by twelve shipyards that authorizes the Executive Control Board, or its designee, as its agent to enter into the Joint Funding Agreement.
“Collaboration” means the shipyards that have executed the Articles of Collaboration. The shipyards that are currently a part of the collaboration as set forth in the Articles of Collaboration are: BAE Systems Southeast Shipyards, Inc., Austal USA, Bath Iron Works Corporation, Bollinger Shipyards, LLC., Electric Boat Corporation, VT Halter Marine, Inc., Marinette Marine Corporation, National Steel & Shipbuilding Company, Huntington Ingalls Incorporated – Newport News Shipbuilding Division, and Huntington Ingalls Incorporated – Ingalls Shipbuilding Division, Conrad Industries, LLC.
“Collaboration Members” means each of the shipyards’ representatives listed above.
“ECB” means the Executive Control Board of the National Shipbuilding Research Program. The ECB is composed of one Voting Representative from each of the shipyards listed above.
“Program” means the NSRP ASE Program.
“Project” means the effort to be funded by this Agreement, which is described in the Statement of Work appended to this Agreement as Attachment 1.
“Project Participant” or “Project Participants” means any and all recipients, team members, or subcontractors that receive NSRP ASE funds under this project.
“Program Technical Representative (PTR)” means the person providing technical oversight of this project for the Program Administrator. The PTR reports to the Advanced Technology International Program Technical Director.
“Parties” means - Advanced Technology International and the Recipient where collectively identified and “Party” where individually identified.
“Milestone” means an observable technical event.
B. Background
The National Shipbuilding Research Program - Advanced Shipbuilding Enterprise (NSRP ASE) program is a follow-on research initiative to the National Shipbuilding Research Program (NSRP) and the Maritime Technology (MARITECH) program.
The program goals and objectives are to manage and focus research and development funding on technologies that will reduce the cost of building and maintaining ships to the U.S. Navy and other National Security customers and improve U.S. shipbuilding technical and business practices and processes. NSRP ASE is structured as a collaboration of major U.S. shipyards focused on industry-wide implementation of solutions to common cost drivers. The program targets solutions to consensus priority issues that exhibit a compelling business case to improve the efficiency of the U.S. shipbuilding and ship repair Industry. Solutions include both leverage of best commercial practices and creation of industry-specific initiatives. Aggressive technology transfer to, and buy-in by, multiple U.S. shipyards is a requirement of all funded efforts.
The NSRP ASE Strategic Investment Plan (SIP) was developed by the Collaboration of U.S. shipyards making up the NSRP in conjunction with Government, industry, and academia. The SIP focuses R&D dollars on the most important needs of the industry and provides vital industry insight and harmonized direction to other related government investments in manufacturing technology. Further, the SIP forms the framework to begin a continuous cycle of industry-wide planning and reinvestment. The initiatives selected as the framework for R&D investment are: (1) Business Processes and Information Technologies, (2) Ship Design and Material Technologies, (3) Ship Production Technologies, and (4) Infrastructure and Support.
The joint funding agreement between the Government and the ECB, representing the signing members of the Collaboration, sets out the terms and conditions for cost sharing between the parties in executing SIP initiatives. The ECB has selected Advanced Technology International as the NSRP ASE Program Administrator. Advanced Technology International acts with guidance from the ECB and is responsible for the overall management of the NSRP ASE Program. The Program Administrator employs the Executive Director of the NSRP, who is the leader of the NSRP ASE Program. Projects will be awarded based on technical merit, fit with the SIP and the offeror’s willingness to share cost. The sharing of cost leverages the total funds available for research projects and ensures the commitment of the team submitting the proposal. Four major initiative teams have been established, and each has a team leader and an assistant team leader. These leaders or designees will interface with the recipients in their major initiative areas on a regular basis and may often be the designated Program Technical Representative assigned to the agreement.
This award is made as a result of a competition in response to NSRP ASE Request For Proposal for NSRP ASE 16-01.
C. Scope of the Agreement
The Recipient shall perform a coordinated research and development project in accordance with the Statement of Work incorporated in this Agreement as Attachment 1.
The Recipient shall be paid in accordance with the provisions of Article V. Advanced Technology International and the Recipient (Parties) estimate that the Statement of Work of this Agreement can only be accomplished with the Project Participant’s aggregate resource contribution as described in Article VI. The Parties anticipate that the NSRP ASE funding will be a cumulative total reevaluated at the completion of each project phase (at intervals not greater than a year) based on funding availability, project funding requirements, and progress/performance. By entering into this agreement, Advanced Technology International intends to provide these funds as directed by the ECB based on the criteria stated above. If either Advanced Technology International or the Recipient is unable to provide its respective total contribution, the other party may reduce its project funding by a proportional amount or choose to terminate the agreement.
Advanced Technology International and the Recipient are bound to each other by the terms of this Agreement. This Agreement is an “other transaction” in accordance with NAVSEA Determination and Findings dated August 2004, pursuant to 10 U.S.C. § 2371. The Parties agree that the principal purpose of this Agreement is for the Government to support and stimulate the Collaboration to provide its best efforts in advanced research, technology and development for improving productivity and reducing costs to the U.S. Navy. The program goals and objectives are to manage and focus research and development funding on technologies that will reduce the cost of building and maintaining ships to the U.S. Navy and other National Security customers and improve U. S. Shipbuilding technical and business practices and processes. This Agreement is not for the acquisition of property or services for the direct benefit or use of the Government. The Federal Acquisition Regulation (FAR) and Department of Defense FAR Supplement (DFARS) apply only as specifically referenced herein. This Agreement is not a procurement contract or grant agreement for purposes of FAR Subpart 31.205-18. This Agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or joint venture or other business organization.
ARTICLE II: TERM
A. Term of this Agreement
The period of performance for this Project is from date of last signature through . If all funds are expended prior to the expiration of the term, the Parties must complete the milestone they are working on and may elect to cease performance and development after that point. Provisions of this Agreement, which, by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect, notwithstanding this Article.
B. Stop Work Order
Advanced Technology International may, at any time, by written order to Recipient, require Recipient to stop all, or any part, of the work called for by this Agreement for a period of 90 days after the order is delivered to Recipient, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this Clause. Upon receipt of the order, Recipient shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to Recipient, or within any extension of that period to which the parties shall have agreed, Advanced Technology International shall either-
a. Cancel the stop-work order; or
b. Terminate the work covered by the order as provided in the termination clause of this Agreement.
C. Termination Provisions
Subject to a reasonable determination that the project is failing to meet the requirements of the Statement of Work (Attachment 1) in matters of work quality and timeliness, or that the project will not produce beneficial results commensurate with the expenditure of resources and objectives set forth in Article I, either Party may terminate this Agreement by sixty (60) days written notice to the other Party, provided that such written notice is preceded by consultation between the Parties. In the event of a termination of the Agreement, it is agreed that disposition of Data developed under this Agreement, shall be in accordance with the provisions of Article IX, Data Rights. Advanced Technology International and the Recipient will negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination. If Advanced Technology International terminates this Agreement, Advanced Technology International will not be obligated to provide funding or otherwise be liable beyond the amount already funded (or due as a result of completed effort) as of the date of termination. Termination costs will be calculated in accordance with the Federal Acquisition Regulation, Part 49. (This can be sent to Recipient upon request). If the Recipient terminates this Agreement, then Advanced Technology International has no obligation to reimburse the Recipient beyond the last completed and paid milestone (if payments are made by the fixed price milestone method). In no event will Advanced Technology International's obligation be more than the amount funded by the NSRP ASE Program.